Sarah Nash

About Sarah E. Nash

Independent Chair of the Board at Bath & Body Works (BBWI); age 71; director since 2019 (tenure ~5.9 years). Previously Executive Chair (Feb 2022–Jan 2023) and Interim CEO (May–Nov 2022) during leadership transition; CEO & owner of Novagard Solutions since 2018; retired Vice Chairman of Global Investment Banking at JPMorgan after nearly 30 years (retired July 2005). BA, Vassar College; recognized for capital markets, strategic transactions, operations, and corporate governance expertise .

Past Roles

External Roles

Board Governance

• Board leadership: Independent Chair (Nash); CEO and Chair roles separated; no Lead Independent Director needed due to independent Chair .
• Independence: All directors except the CEO are independent. Board assessed Nash’s interim executive service and one-time 2022 RSU award and affirmed her independence under NYSE standards after that service ended .
• Attendance: Board held six meetings in fiscal 2024; all then-current directors attended at least 75% of board and committee meetings; nearly all attended the 2024 annual meeting .
• Executive sessions: Independent directors meet in executive session at every regular Board meeting; Nash chairs those sessions .
• Committees (100% independent): Nash is not listed on standing committees; she serves as Board Chair.
  • Audit Committee: Chair Steven Voskuil; members Francis Hondal, Juan Rajlin, Stephen Steinour, J.K. Symancyk; 8 meetings; all members qualify as “audit committee financial expert” .
  • Human Capital & Compensation (HCC): Chair Francis Hondal; members Alessandro Bogliolo, Lucy Brady, Danielle Lee, Stephen Steinour, Steven Voskuil; 7 meetings; oversees compensation philosophy, clawbacks, ownership guidelines .
  • Nominating & Governance: Chair Alessandro Bogliolo; members Lucy Brady, Danielle Lee, Juan Rajlin, J.K. Symancyk; 4 meetings; oversees board refreshment and evaluations .

Fixed Compensation

• Director cash retainer schedule (FY2024):
  • Board Chair cash retainer: $250,000 .
  • Other directors: $100,000; Audit/HCC membership: +$25,000; Nominating & Governance membership: +$20,000; Committee Chairs: Audit/HCC +$25,000; N&G +$20,000 .
• Sarah Nash FY2024 director compensation:
  • Cash: $250,000 .
  • Committee fees: $0 (not a standing committee member) .
  • Total cash: $250,000 .

Performance Compensation

• Director equity retainer (RSUs):
  • Board Chair annual stock retainer: $250,000; vests one year after grant, generally subject to continued service; RSUs granted under the 2020 Plan .
  • Sarah Nash FY2024 stock awards (grant-date fair value): $245,030; one-year vesting .

No director options or PSUs are disclosed for directors; equity is time-vested RSUs. Performance metrics (operating income margin, relative TSR) apply to executive PSUs, not to directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and corporate finance (JPMorgan vice chair; ~30 years) .
• Strategic transactions and operations (Novagard CEO & owner) .
• Corporate governance leadership (Independent Board Chair; prior Executive Chair/Interim CEO) .
• Board service across public/private and non-profit institutions .

Equity Ownership

• Director stock ownership guidelines: All independent directors must own BBWI common stock equal to 6x annual cash retainer by October 2028; all directors are in compliance or on track .

Insider Trades

Company insider trading policy prohibits hedging and short-selling; pledging requires advance approval; none of the Company’s stock held by NEOs or Board members is pledged .

Governance Assessment

• Board effectiveness: Robust governance framework with independent Chair, 90% independent directors, separated CEO/Chair roles, independent committees, regular executive sessions, and annual self-evaluations; strong shareholder rights (majority voting, proxy access, special meetings at 25%) .
• Independence & conflicts: Board formally determined Nash remains independent post-interim executive service and one-time RSU award; no related person transactions in FY2024; HCC shows no interlocks; use of independent compensation consultants (Wills Towers Watson in 2024; Meridian in 2025) with independence checks .
• Alignment & incentives: Director equity retainer and 6x ownership guideline support alignment; Nash held 259,714 shares as of April 8, 2025; say-on-pay support was high (96.05%) in 2024, indicating investor endorsement of compensation governance .
• Engagement & attendance: Board met six times; all directors met the 75%+ attendance threshold; independent directors meet every regular meeting without management, chaired by Nash .
• Risk indicators & red flags: No related-party transactions disclosed; no pledging; notable open-market sale of 48,000 shares in June 2024 is a signal to monitor for trading cadence but not, by itself, a governance breach given ownership guidelines and independence affirmations .